Huasi Holding Company Limited(002494)
Information disclosure management system
Chapter I General Provisions
Article 1 in order to strengthen the management of Huasi Holding Company Limited(002494) (hereinafter referred to as the company) information disclosure, standardize the company’s information disclosure, ensure the company’s true, accurate and complete disclosure of information, and safeguard the legitimate rights and interests of all shareholders of the company, in accordance with the company law of the people’s Republic of China and the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law) The Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the Listing Rules), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (hereinafter referred to as the standardized operation guidelines), the measures for the administration of information disclosure of listed companies (hereinafter referred to as the Disclosure Measures) and other relevant laws and regulations This information disclosure management system is hereby formulated in accordance with the relevant provisions of normative documents and Huasi Holding Company Limited(002494) articles of Association (hereinafter referred to as the articles of association).
This system is jointly implemented by all departments and subsidiaries of the company. Relevant personnel of the company shall perform the internal reporting procedures of relevant information and disclose it to the public in accordance with the provisions.
Article 2 the major information mentioned in these Regulations refers to the information that should be disclosed in accordance with laws, administrative regulations, departmental rules, normative documents, listing rules, guidelines for standardized operation and other relevant provisions of Shenzhen Stock Exchange, which may or has had a great impact on the trading price of listed companies’ shares and their derivatives.
The term “public disclosure” as mentioned in this system refers to the information announced by the listed company and its relevant information disclosure obligors on the website of the stock exchange and the media meeting the conditions specified by the securities regulatory authority of the State Council (hereinafter referred to as “qualified media”) in accordance with laws, administrative regulations, departmental rules, normative documents, listing rules, guidelines for standardized operation and other relevant provisions of Shenzhen Stock Exchange.
The material information not publicly disclosed is the material information not publicly disclosed.
Article 3 the company designates securities times and cninfo (www.cn. Info. Com. CN.) To publish company announcements and other media that need to disclose information.
Article 4 the chairman of the board of directors is the first person responsible for the company’s information disclosure. The Secretary of the board of directors, the company’s shareholders and their actual controllers are the information disclosure obligors referred to in this system. The information disclosure obligors shall be subject to the supervision of the CSRC and Shenzhen Stock exchange. The Secretary of the board of directors shall be responsible for the specific affairs of the company’s information disclosure.
Article 5 the information disclosure obligors mentioned in this system include:
(I) directors, supervisors and senior managers of the company;
(II) heads of all departments and subsidiaries of the company;
(III) controlling shareholders, actual controllers, shareholders holding more than 5% shares and persons acting in concert of the company;
(IV) other information disclosure obligors stipulated by laws, regulations and normative documents.
Chapter II Basic Principles of company information disclosure
Article 6 information disclosure is the continuous responsibility of the company. The company shall perform the obligation of information disclosure in accordance with laws, regulations, departmental rules, listing rules, disclosure measures, measures and notices issued by Shenzhen Stock Exchange.
Article 7 the information disclosure of the company shall reflect the principles of openness, impartiality and fairness to all shareholders.
Article 8 the directors, supervisors and senior managers of the company shall faithfully and diligently perform their duties and ensure that the information disclosed is true, accurate, complete, timely, fair, concise, clear and easy to understand. If the contents of the announcement cannot be guaranteed to be true, accurate and complete, a corresponding statement shall be made in the announcement and the reasons shall be explained.
Article 9 before the disclosure of the company’s major information and other information required by the securities regulatory authorities, any insider shall not disclose or disclose the information, nor use the information to buy or sell or suggest others to buy or sell the company’s shares and their derivatives.
During the implementation of the refinancing plan, the company shall pay special attention to the fairness of information disclosure when conducting inquiry, promotion and other activities to specific individuals or institutions, and shall not provide unpublished material information to them in order to attract subscription.
When the company conducts business negotiations, applies for bank loans and other business activities, if it really needs to provide undisclosed material information to the counterparties, intermediaries, other institutions and relevant personnel who have confidentiality obligations to the company due to special circumstances, it shall require relevant institutions and personnel to sign a confidentiality agreement, otherwise it shall not provide relevant information.
Article 10 the information disclosed by the company and other information disclosure obligors according to law shall be published on the website of Shenzhen Stock Exchange and qualified media, and shall be kept at the company’s domicile and Shenzhen stock exchange for public inspection. The full text of the information disclosure documents shall be disclosed on the website of Shenzhen Stock Exchange and the website of qualified newspapers and periodicals established according to law, and the summaries of periodic reports, acquisition reports and other information disclosure documents shall be disclosed on the website of Shenzhen Stock Exchange and qualified newspapers and periodicals.
The information disclosure obligor shall not replace the reporting and announcement obligations that should be performed in any form such as press release or answering reporters’ questions, and shall not replace the interim reporting obligations that should be performed in the form of regular reports.
Article 11 Where the company and its controlling shareholders, actual controllers, directors, supervisors and senior managers make public commitments, they shall be disclosed.
Article 12 Where the time of occurrence or related to the company fails to meet the disclosure standards specified in this system, or there are no specific provisions in this system, but the Shenzhen Stock Exchange or the board of directors of the company believes that the event may have a great impact on the trading price of the company’s shares and their derivatives, the company shall disclose it in time in accordance with the provisions of this system.
Article 13 in addition to the information that needs to be disclosed according to law, the information disclosure obligor may voluntarily disclose the information related to the value judgment and investment decision made by the investor, but shall not conflict with the information disclosed according to law or mislead the investor.
The information voluntarily disclosed by the information disclosure obligor shall be true, accurate and complete. Voluntary information disclosure shall abide by the principle of fairness, maintain the continuity and consistency of information disclosure, and shall not make selective disclosure.
The information disclosure obligor shall not use the information voluntarily disclosed to improperly affect the trading price of the company’s securities and their derivatives, and shall not use the voluntary information disclosure to engage in illegal acts such as market manipulation.
Article 14 when disclosing information, the company shall use factual descriptive language to ensure that the content is concise and easy to understand, highlight the essence of the event, and shall not contain any words and sentences of publicity, advertising, compliment or slander. Article 15 according to the listing rules, the acquisition or sale of assets, related party transactions and other major events of a holding subsidiary shall be regarded as the behavior of a listed company and shall be disclosed in accordance with the provisions of this system.
The relevant provisions of this system shall apply to the participating subsidiaries of the company after multiplying the relevant amount index of the transaction subject matter of the above matters by the shareholding ratio.
Chapter III contents and standards of information disclosure
Section I periodic report
Article 16 the periodic reports that the company shall disclose include annual reports and interim reports. All information that has a significant impact on investors’ value judgment and investment decision-making shall be disclosed.
The financial and accounting reports in the annual report shall be audited by an accounting firm that complies with the provisions of the securities law.
Article 17 the annual report shall be prepared and disclosed within four months from the end of each fiscal year, the interim report within two months from the end of the first half of each fiscal year, and the quarterly report within one month after the end of the third and ninth months of each fiscal year. The disclosure time of the quarterly report of the first quarter shall not be earlier than that of the annual report of the previous year.
Article 18 the contents of the periodic report shall be examined and approved by the board of directors of the company. Regular reports that have not been examined and approved by the board of directors shall not be disclosed.
If the periodic report is not reviewed by the board of directors, the review of the board of directors is not passed, or the relevant resolution of the board of directors cannot be formed for some reason, the company shall disclose the specific reasons and existing risks, the special instructions of the board of directors and the opinions of independent directors.
The directors and senior managers of the company shall sign written confirmation opinions on the periodic reports.
The board of supervisors shall review the periodic reports prepared by the board of directors and put forward written review opinions. The supervisor shall sign a written confirmation opinion.
Directors, supervisors and senior managers shall ensure that the company discloses information in a timely and fair manner and that the information disclosed is true, accurate and complete.
If the directors, supervisors and senior managers cannot guarantee the authenticity, accuracy and completeness of the contents of the periodic report or have objections, they shall express their opinions and state the reasons in the written confirmation opinions, which shall be disclosed by the company. If the company does not disclose, the directors, supervisors and senior managers may directly apply for disclosure.
Article 19 Where the company expects to incur losses or significant changes in its operating performance, it shall make a performance forecast in time.
Article 20 in case of performance disclosure before the disclosure of the periodic report, or performance rumors and abnormal fluctuations in the trading of the company’s securities and their derivatives, the company shall timely disclose the relevant financial data of the reporting period.
Article 21 in case of any of the following circumstances in the expected annual operating performance and financial status of the company, a notice shall be made within one month from the end of the accounting year:
(I) the net profit is negative;
(II) turning losses into profits from net profits;
(III) achieve profits, and the net profit increases or decreases by more than 50% compared with the same period of last year;
(IV) the net profit before and after deducting non recurring profits and losses, whichever is lower, is negative, and the operating income after deducting business income irrelevant to the main business and income without commercial substance is less than 100 million yuan;
(V) the net assets at the end of the period are negative;
(VI) the first fiscal year after the delisting risk warning is implemented for the company’s stock trading due to the circumstances specified in paragraph 1 of article 9.3.1 of the listing rules;
(VII) other circumstances recognized by Shenzhen Stock Exchange.
Article 22 If the company expects to make profits in the reporting period and the net profit increases or decreases by more than 50% compared with the same period of the previous year, but under any of the following circumstances, the company may be exempted from disclosing the corresponding performance forecast:
(I) if the absolute value of earnings per share of the previous year is less than or equal to 0.05 yuan, the annual performance forecast shall be exempted from disclosure; (II) if the absolute value of earnings per share of the previous half year is less than or equal to 0.03 yuan, the semi annual performance forecast can be exempted from disclosure.
Article 23 in case of any of the following circumstances, the company shall timely disclose the performance express:
(I) submitting unpublished periodic financial data to relevant authorities before the disclosure of periodic reports, which is expected to be unable to be kept confidential; (II) performance disclosure occurs before the disclosure of the periodic report, or performance rumors occur, which leads to abnormal fluctuations in the trading of the company’s securities and stocks and their derivatives;
(III) it is proposed to disclose the results of the first quarter, but the annual report of the previous year has not been disclosed.
In case of any circumstance in Item (III) of the preceding paragraph, the company shall disclose it no later than the announcement of the results of the first quarter
Except for the circumstances in paragraph 1, the company may issue a performance express before the disclosure of the periodic report.
Article 24 Where a non-standard audit report is issued for the financial and accounting report in the periodic report, the board of directors of the company shall make a special explanation on the matters involved in the audit opinion.
Article 25 If the company is ordered to make corrections due to errors or false records in the disclosed periodic report, or the board of directors decides to make corrections, it shall disclose them in time after being ordered to make corrections or the board of directors makes corresponding decisions. If financial information is involved, it shall be corrected and disclosed in accordance with the relevant provisions of the CSRC.
Article 26 the format, content and preparation rules of annual report, interim report and quarterly report shall be implemented in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange.
Section II interim report
Article 27 when a major event occurs that may have a great impact on the trading price of the company’s securities and their derivatives, and the investor has not been informed, the company shall disclose it in time, explaining the cause, current status and possible impact of the event; The “major events” mentioned in this system include:
(I) major changes in the company’s business policy and business scope;
(II) the company’s major investment behavior, in which the company purchases or sells more than 30% of the company’s total assets within one year, or the mortgage, pledge, sale or scrapping of the company’s main assets for business use exceeds 30% of the assets at one time;
(III) the company enters into important contracts, provides major guarantees or engages in related party transactions, which may have a significant impact on the company’s assets, liabilities, rights and interests and operating results;
(IV) the company has major debts and fails to pay off the due major debts;
(V) the company has suffered major losses or losses;
(VI) major changes in the external conditions of the company’s production and operation;
(VII) directors, more than one-third of supervisors or managers of the company change, and the chairman or manager is unable to perform his duties;
(VIII) the situation of shareholders holding more than 5% of the company’s shares or actual controllers holding shares or controlling the company has changed greatly, and the situation of the company’s actual controllers and other enterprises under their control engaged in the same or similar business as the company has changed greatly;
(IX) the company’s plans to distribute dividends and increase capital, important changes in the company’s equity structure, decisions on capital reduction, merger, division, dissolution and application for bankruptcy, or entering bankruptcy proceedings according to law and being ordered to close down;
(x) major litigation and arbitration involving the company, and the resolutions of the general meeting of shareholders and the board of directors are revoked or invalidated according to law;
（11） The company’s suspected crime is filed for investigation according to law, and the controlling shareholder, actual controller, directors, supervisors and senior managers of the company are suspected of crime and taken compulsory measures according to law;
（12） Major changes in the company’s ownership structure or production and operation status;
（13） The credit rating of corporate bonds changes;
（14） Mortgage, pledge, sale, transfer and scrapping of major assets of the company;
（15） The company fails to pay off its due debts;
（16） New borrowings or loans of the company
